Attached files
| file | filename |
|---|---|
| EX-10.1 - RADIENT PHARMACEUTICALS Corp | v209905_ex10-1.htm |
| EX-99.1 - RADIENT PHARMACEUTICALS Corp | v209905_ex99-1.htm |
CURRENT
REPORT FOR ISSUERS SUBJECT TO THE
1934 ACT
REPORTING REQUIREMENTS
FORM
8-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act
Date of
Report (Date of Earliest Event Reported): February 2,
2011
Radient
Pharmaceuticals Corporation
(Exact
name of registrant as specified in its charter)
|
Delaware
|
001-16695
|
33-0413161
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
2492
Walnut Avenue, Suite 100, Tustin, California, 92780-7039
(Address
of principal executive offices (zip code))
714-505-4461
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2 below):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a - 12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13d-4(c))
Section
1: Registrants Business and Operations
Item
1.01: Entry into a Material Definitive Agreement
Item
3.02: Unregistered Sale of Equity Securities
On
February 2, 2011, a deconsolidated subsidiary of ours, Jade Pharmaceuticals Inc.
(“JPI”), a China based pharmaceutical company closed a $900,000
financing. In connection with the closing of the transactions,
JPI issued Convertible Debentures to six accredited investors’ in the aggregate
principal amount of $900,000 (the “Debentures”). The
Debentures shall be convertible into securities to be sold in a subsequent
financing (the “Conversion Securities”) at a 50% discount to the price at which
such Conversion Securities are sold. The Debentures shall be
automatically converted into Conversion Securities at the earlier of (i) one (1)
year after the closing of this bridge financing, or (ii) the effectiveness of a
registration statement filed by JPI in connection with the registration of the
Conversion Securities. However, in the event that the JPI does
not complete a reverse merger or other event which results in its stock becoming
publicly traded on a U.S. equity market within one (1) year after the
closing of this Offering (the “Going Public Deadline”), then the Debentures
shall be exchanged for common shares of our company at a conversion price of
$0.28 per share (the “RPC Conversion Price”) unless a majority of the holders of
the Debentures consent in writing to an extension of the Going Public Deadline;
provided, however, that the Going Public Deadline shall not be extended for more
than six months in total. The RPC Conversion Price shall be subject
to full ratchet anti-dilution protection. Interest on the debentures
shall accrue at a rate of 10% per year each holder’s investment
amount. A copy of the Debenture is filed herewith as Exhibit
10.1.
In
connection with this financing, JPI paid placement agent fees, cash compensation
in the amount of approximately $117,000, as well as warrants to purchase common
stock of JPI equal to 8% of the aggregate number of equity related securities
issued in the Bridge Financing in connection with proceeds raised by the
placement agent including but not limited to securities issued or issuable
through exercise of a convertible instrument and/or exercisable
warrants.
The
private financing described herein was made pursuant to the exemption from the
registration provisions of the Securities Act of 1933, as amended, provided by
Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated
thereunder. The debentures have not been registered under the
Securities Act and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.
The
description of the transactions contemplated by the agreement set forth herein
does not purport to be complete and is qualified in its entirety by reference to
the full text of the exhibits filed herewith and incorporated herein by
reference.
The
foregoing information has been disclosed herein as it is material to the private
equity financing and should not be construed as an offer to sell or solicitation
of an offer to buy our securities.
Item
7.01 Regulation FD Disclosure.
On
February 3, 2011, we issued a press release announcing the closing of the
private financing. A copy of the press release containing such
announcement is furnished herewith as Exhibit 99.1 and incorporated herein by
reference.
Item
9.01 Financial Statements and Exhibits
(c)
Exhibits
|
Exhibit
No.
|
Description
|
|
10.1
|
Form of
Convertible Debenture
|
|
99.1
|
Press
Release dated February 2, 2011
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
RADIENT
PHARMACEUTICALS CORPORATION
|
||
|
By:
|
/s/ Douglas MacLellan | |
|
Douglas
MacLellan
|
||
|
Title:
CEO
|
||
Dated: February 2,
2011